EXHIBIT 10.64  










THE NEPTUNE SOCIETY,
INC.

A Florida Corporation 




DEBENTURE  



THE SECURITIES REPRESENTED BY THIS
DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”)
OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), AND SHALL NOT BE SOLD,
PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR
CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE
OPINION OF ITS COUNSEL OR SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE
SATISFACTORY TO COUNSEL FOR THE CORPORATION, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL
NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S.
SECURITIES LAWS. 




June 18, 2004 




US$6,000,000 



        THE
NEPTUNE SOCIETY, INC., a Florida corporation (the “Corporation”), is indebted
and, for value received, promises to pay to or to the order of Brooklyn Holdings LLC, a
Nevis limited liability company (together with any successor thereto and any other person
who becomes a holder of this Debenture, “Holder”), on June 18, 2014 (the
“Due Date”) (unless this Debenture shall have been repaid sooner at the election
of the Corporation or Holder or the amount owing hereunder is accelerated upon the
occurrence of a Default Event as hereinafter provided), upon presentation of this
Debenture, Six Million Dollars ($6,000,000) (the “Principal Amount”) and to pay
simple interest on the Principal Amount at the rate of eleven (11%) per annum as provided
herein. 



        The
Corporation has issued this Debenture pursuant to and subject to the terms and conditions
of a Debenture Purchase Agreement dated as of June 18, 2004, among the Corporation and
Brooklyn Holdings LLC (the “Debenture Purchase Agreement”). 



        The
Corporation covenants, promises and agrees as follows: 





1.      Interest  



        1.1
    Interest.     Subject to Section 1.2, interest shall accrue on the Principal Amount
and shall be payable from July 15, 2004, until the Due Date, at the simple rate of eleven
percent (11%) per annum (such portion of interest being hereinafter sometimes referred to
as“Interest”) in arrears in monthly installments on the fifteenth (15th)
day of each month in each and every calendar year until the Principal Amount and all
accrued and unpaid interest shall have been paid in full as herein provided.  






















        1.2
    Default Interest.     In the event that a Default Event (as defined in Section 8.1) shall
occur, and for so long as such Default Event shall remain unremedied and Holder shall not
have waived the same, all amounts owing under this Debenture, whether in respect of the
Principal Amount, Interest or otherwise, shall bear additional interest(“Default
Interest”)at the rate of two percent (2%) per month, compounded monthly (or,
if such Default Interest rate exceeds the maximum interest allowed by law, in which case
the rate of Default Interest shall be adjusted to the maximum permitted under applicable
law during the period or periods that the Default Interest rate otherwise provided herein
would exceed such rate), which Default Interest shall be payable on each interest payment
date on which Interest shall be payable, with Default Interest accruing on any accrued
and unpaid Interest.  



        1.3
     Payment of Interest.     All payments of Interest shall be made to Holder at the
address provided in Section 9.4.  





2.      Payment of Principal and Allocation of Payments  



        2.1
    Payment of Principal.     The Principal Amount shall be due and payable on the Due
Date. The Corporation shall not be required to make any payments on the Principal Amount
until the Due Date. All payments of Principal Amount shall be made to Holder at the
address provided in Section 9.4.  



        2.2
    Allocation of Payments.     All payments shall be applied first to satisfy costs and
expenses of collection, then accrued and unpaid Default Interest and Interest, then the
Principal Amount.  



        2.5
     Currency. All payments shall be in lawful money of the United States of America.  





3.      Holder’s Conversion  



        3.1
    Conversion Right of Holder.     Holder shall have the right, subject to Section 3.3,
at Holder’s option, at any time and from time to time during the period from June
18, 2009 to the Due Date, to convert the Principal Amount, in whole or in part, into that
number of fully paid and non-assessable shares of voting common stock of the Corporation
(the “Common Stock”) as shall be provided in Section 3.4.  



        3.2
    Notice.     Holder may exercise the conversion right provided in this Article 3 by
giving written notice (the “Holder’s Conversion Notice”) to the
Corporation of the exercise of such right, stating the amount of the unpaid Principal
Amount which Holder will convert (the “Holder’s Conversion Principal”) and
stating the address to which the stock certificate or stock certificates for the shares
of Common Stock to be issued (to be in the name of Holder) shall be delivered. The Holder’s
Conversion Notice shall be accompanied by this Debenture.  



        3.3
    Prevention of Conversion.     The Corporation shall have the right, to be exercised by
written notice (the “Prevention Notice”) no later than thirty (30) days from
the Corporation’s receipt of the Holder’s Conversion Notice (the “Prevention
Period”), to repay, in full or in part, the amount of the Holder’s Conversion
Principal, including any and all accrued and unpaid Default Interest and Interest, if
any, on the Holder’s Conversion Principal up to and including the  













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date of such repayment. If Holder
receives repayment of the Holder’s Conversion Principal, in accordance with this
Section 3.3, prior to the expiration of the Prevention Period, then Holder’s right to
convert the Holder’s Conversion Principal under this Article 3 shall be extinguished
to the extent of such repayment. 



        3.4
    Conversion Ratio.     The number of shares of Common Stock that shall be issuable upon
conversion of this Debenture under this Section 3 shall equal the amount of the Holder’s
Conversion Principal divided by 1.65, which equals a conversion price of $1.65 per share
of Common Stock (subject to adjustment as set forth in Sections 5.4 and 5.5).  



        3.5
    Conversion Effective.     Subject to the Corporation’s right to deliver a
Prevention Notice under Section 3.3, the conversion of the Holder’s Conversion
Principal shall be deemed to have been effected on the date the Holder’s Conversion
Notice is received by the Corporation (the “Holder’s Conversion Date”) and
the amount so converted shall be deemed to be repayment of the Principal Amount in the
amount of the Holder’s Conversion Principal.  



        3.6
    Certificates.     Within 10 business days after the expiration of the Prevention
Period, if the Corporation has not exercised its rights under Section 3.3, the
Corporation shall issue and deliver by hand against a signed receipt therefor or by
United States registered mail, return receipt requested, to the address designated by
Holder in the Holder’s Conversion Notice, a stock certificate or stock certificates
of the Corporation representing the number of shares of Common Stock to which Holder is
entitled and a check or cash in payment of all Default Interest and Interest accrued and
unpaid on the Debenture up to and including the Holder’s Conversion Date.  





4.      Corporation’s Conversion  



        4.1
    Conversion Right of Corporation.     So long as no Default Event (as defined in
Section 8.1) shall remain unremedied or unwaived by the Holder, the Corporation shall
have the right, at the Corporation’s option, at any time and from time to time
during the term of this Debenture, to convert the Principal Amount, in whole or in part,
into that number of fully paid and non-assessable shares of voting Common Stock as shall
be provided in Section 4.3.  



        4.2
    Notice.     The Corporation may exercise the conversion right provided in this Article
4 by giving written notice (the “Corporation’s Conversion Notice”) to
Holder of the exercise of such right, stating the amount of the unpaid Principal Amount
which the Corporation will convert (the “Corporation’s Conversion Principal”)
and requesting Holder to advise the Corporation in writing of the address to which the
stock certificate or stock certificates for the shares of Common Stock to be issued (to
be in the name of Holder) shall be delivered. Promptly upon the receipt of the Corporation’s
Conversion Notice, Holder shall deliver this Debenture to the Corporation.  



        4.3
    Conversion Ratio.     The number of shares of Common Stock that shall be issuable upon
conversion of this Debenture under this Article 4 shall equal the amount of the
Corporation’s Conversion Principal divided by 1.65, which equals a conversion price
of $1.65 per share of Common Stock (subject to adjustment as set forth in Sections 5.4
and 5.5).  












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        4.4
    Conversion Effective.     Conversion of the Corporation’s Conversion Principal
shall be deemed to have been effected on the date the Corporation’s Conversion
Notice is received by Holder (the “Corporation’s Conversion Date”) and the
amount so converted shall be deemed to be repayment of the Principal Amount in the amount
of the Corporation’s Conversion Principal.  



        4.5
    Certificates.     Within 10 business days after delivery of the Corporation’s
Conversion Notice, the Corporation shall issue and deliver by hand against a signed
receipt therefor or by United States registered mail, return receipt requested, to the
address designated by Holder upon its receipt of the Corporation’s Conversion Notice
(or if no designation is provided by Holder than to the address of Holder provided in
Section 9.4), a stock certificate or stock certificates of the Corporation representing
the number of shares of Common Stock to which Holder is entitled and a check or cash in
payment of all Default Interest and Interest accrued and unpaid on the Debenture up to
and including the Corporation’s Conversion Date.  





5.      General Conversion Provisions  



        5.1
    Accrued Interest.     For greater certainty, no conversion of the Holder’s
Conversion Principal under Article 3 or the Corporation’s Conversion Principal under
Article 4 shall extinguish or satisfy, or relieve the Corporation of its obligation to
pay, any Default Interest or Interest on the amount of the Holder’s Conversion
Principal or the Corporation’s Conversion Principal, as the case may be, accruing
prior to and subsequent to the relevant conversion date.  



        5.2
    New Debenture.     In the event that any amounts of the Principal Amount remain
outstanding hereunder after the Holder’s Conversion Date or the Corporation’s
Conversion Date, the Corporation shall issue a new debenture, in form identical to this
debenture, except that it shall be equal in principal amount to the amount of the
Principal Amount less the amount of the Holder’s Conversion Principal or the amount
of the Principal Amount less the amount of the Corporation’s Conversion Principal,
as the case may be (each, a “New Debenture Certificate”). In the event that
Holder fails to deliver this Debenture upon receipt of a Corporation’s Conversion
Notice, the Holder agrees and acknowledges that this Debenture and the rights hereunder
shall be null and void upon delivery of a New Debenture Certificate by the Corporation to
the Holder at the address of Holder provided in Section 9.4 or as may otherwise be
provided pursuant to Section 4.5.  



        5.3
    No Fractional Shares.     No fractional share or scrip representing a fractional share
shall be required to be issued upon the conversion of this Debenture. If the conversion
of this Debenture would otherwise result in a fractional share equal or greater than
one-half of one share of Common Stock, the Corporation shall issue one whole in lieu of
issuing such fractional share; otherwise the Corporation shall not be required to issue
any shares or pay any consideration for fractional shares.  



        5.4
    Subdivisions and Combinations.     In case issued and outstanding shares of Common
Stock shall be subdivided or split up into a greater number of shares of the Common
Stock, the conversion price set forth in Sections 3.4 and 4.3 in effect at the opening of
business on the business day immediately preceding the date fixed for the determination
of the stockholders whose shares of Common Stock shall be subdivided or split up (the
“Split Record  













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Date”) shall
be proportionately increased, and in case issued and outstanding shares of
          Common Stock shall be combined into a smaller number of shares of Common Stock,
          the conversion price set forth in Sections 3.4 and 4.3 in effect at the opening
          of business on the business day immediately preceding the date fixed for the
          determination of the stockholders whose shares of Common Stock shall be
combined           (the “Combination Record Date”) shall be proportionately
decreased,           such increase or decrease, as the case may be, becoming effective
immediately           after the opening of business on the business day immediately after
the Split           Record Date or the Combination Record Date, as the case may be.  



        5.5
    Reorganizations, Reclassifications, Mergers, Etc.     In case of any capital
reorganization, any reclassification of the stock of the Corporation (other than as a
result of a stock dividend or subdivision, split up or combination of shares), or the
merger of the Corporation with or into another person or entity (other than a merger in
which the Corporation is the continuing corporation and which does not result in any
change in the Common Stock) or of the sale, exchange, lease, transfer or other
disposition of all or substantially all of the properties and assets of the Corporation
as an entirety or the participation by the Corporation in share exchange as the
corporation the stock of which is to be acquired, this Debenture shall (effective on the
opening of business on the date after the effective date of such reorganization,
reclassification, merger, sale or exchange, lease, transfer or other disposition or share
exchange) be convertible into the kind and number of shares of stock or other securities
or property of the Corporation or of the corporation resulting from surviving such merger
or to which such properties and assets shall have been sold, exchanged, leased,
transferred or otherwise disposed or which was the corporation whose securities were
exchanged for those of the Corporation to which the holder of the number of shares of
Common Stock deliverable (at the close of business on the date immediately preceding the
effective date of such reorganization, reclassification, merger, sale, exchange, lease,
transfer or other disposition or share exchange) upon conversion of this Debenture would
have been entitled upon such reorganization, reclassification, merger, sale, exchange,
lease, transfer or other disposition or share exchange. The provisions of this Section
5.5 shall similarly apply to successive reorganizations, reclassifications, mergers,
sales, exchanges, leases, transfers or other dispositions or other share exchanges.  



        5.6
    Notice of Adjustment.     Whenever the conversion price shall be adjusted as provided
in this Article 5, the Corporation shall promptly prepare and send to Holder a statement,
signed by the chief financial officer or chief executive officer of the Corporation,
showing in detail the facts requiring such adjustment and the conversion price that shall
be in effect after such adjustment.  



        5.7
    Taxes.     The Corporation shall pay all documentary, stamp or other transactional
taxes and charges attributable to the issuance or delivery of shares of stock of the
Corporation upon conversion; provided, however, that the Corporation shall not be
required to pay any taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any certificate for such shares in a name other than that of the
record holder of this Debenture.  



        5.8
    Reservation of Shares.     The Corporation shall at all times reserve and keep
available, free from preemptive rights, unissued or treasury shares of Common Stock
sufficient to effect the conversion of this Debenture.  













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6.      Covenants of the Corporation  



        The
Corporation hereby covenants and agrees with Holder that so long as any of the Principal
Amount or any Default Interest or Interest remains unpaid: 



        6.1
    To Pay Indebtedness.     The Corporation will well, duly and punctually pay or cause
to be paid to Holder all indebtedness due hereunder at the dates and places, in the
currencies and in the manner mentioned herein.  



        6.2
    To Maintain Existence.     The Corporation will, and will cause each of Neptune
Society of America, Inc., a California corporation, Neptune Management Corp., a
California corporation, Heritage Alternatives, Inc., a California corporation and Trident
Society, Inc., a California corporation (collectively, the “Subsidiaries”) to,
at all times maintain its corporate existence.  



        6.3
    To Carry on Its Business.     The Corporation will, and will cause each of the
Subsidiaries to, carry on its business in a proper and efficient manner, and will keep or
cause to be kept proper books of account and make or cause to be made therein true and
faithful entries of all material dealings and transactions in relation to its business
and will make available or cause to be made available such books of account for
inspection by Holder and its representatives during normal business hours.  



        6.4
    To Pay Taxes.     The Corporation will, and will cause each of the Subsidiaries to,
pay or cause to be paid all taxes, rates, government fees and dues levied, assessed or
imposed upon it and upon its property or any part thereof, as and when the same become
due and payable, save and except when and so long as the validity of any such taxes,
rates, fees, dues, levies, assessments or imposts is in good faith by proper legal
proceedings contested by it in which event it shall satisfy Holder and if requested by
Holder furnish security satisfactory to Holder that such contestation will involve no
forfeiture of any of its property and to duly observe and conform to all valid and
material requirements of any governmental authority relative to any of its property and
all covenants, terms and conditions upon or under which such property is held provided,
however, that nothing herein contained shall require it to observe any such requirements
so long as it shall, in good faith, be contesting its obligation to observe such
requirements.  



        6.5
    Notice of Adjustment Events.     In the event the Corporation shall propose to take
any action of the types described in Sections 5.4 and 5.5, the Corporation shall give
notice to Holder, which notice shall specify the record date, if any, with respect to any
such action and the date on which such action is to take place. Such notice shall be
given on or prior to the earlier of thirty (30) days prior to the record date or the date
which such action shall be taken. Such notice shall also set forth such facts with
respect thereto as shall be reasonably necessary to indicate the effect of such action
(to the extent such effect may be known at the date of such notice) on the conversion
price and the number, kind or class of shares or other securities or property which shall
be deliverable or purchasable upon the occurrence of such action or deliverable upon
conversion of this Debenture. Failure to give notice in accordance with this Section 6.5
shall not render such action ultra vires, illegal or invalid but shall constitute default
hereunder.  















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        6.6
    Notice of Share Issuance.     In the event the Corporation shall propose to issue any
shares of Common Stock (or shares of any other class of securities of the Corporation
entitling the holder thereof to participate in any distribution of the Corporation’s
remaining assets after payment to the holders of securities entitled to a preferential
distribution upon any dissolution, liquidation or winding-up of the Corporation),
including any options to purchase or rights to subscribe for shares of Common Stock,
securities by their terms convertible into, or exchangeable for, shares of Common Stock,
or options to purchase or rights to subscribe for such convertible or exchangeable
securities, the Corporation shall give notice to Holder, which notice shall specify the
record date, if any, with respect to any such action and the date on which such action is
to take place; provided, however, that no such notice shall be required in respect
of (a) the issuance of such shares to employees, officers or directors of the Corporation
pursuant to a employee stock option or share issuance plan approved by Holder or existing
as of the date of this Agreement or (b) the issuance of up to 25,000 shares of Common
Stock in one or more transactions in any 12 month period. Such notice shall be given on
or prior to the earlier of ninety (90) days prior to the record date or the date which
such action shall be taken, unless the Holder consents to the earlier issuance, which
consent shall not be unreasonably withheld. Such notice shall also set forth such facts
with respect thereto as shall be reasonably necessary to indicate the effect of such
action (to the extent such effect may be known at the date of such notice) on the
conversion price and the number, kind or class of shares or other securities or property
which shall be deliverable or purchasable upon the occurrence of such action or
deliverable upon conversion of this Debenture. Failure to give notice in accordance with
this Section 6.6 shall not render such action ultra vires, illegal or invalid but
shall constitute default hereunder.  



        6.7
    To Perform Obligations and to Renew.     The Corporation will, and will cause each of
the Subsidiaries to, from time to time punctually observe and perform all material
obligations and pay and discharge all amounts payable under or by virtue of, and defend,
and ensure the enforceability of any exclusive rights to, any patent, trademark, lease,
license, concession, franchise or right held by it so long as the same is of commercial
value to it and during such time will not suffer or permit any default for which any of
the same may be terminated so that its interest therein may at all times be preserved as
unimpaired; provided however that nothing herein contained shall require the Corporation
or any Subsidiary to make any such payments so long as it shall in good faith contest its
liability therefor.  



        6.8
    Not to Sell Assets, Issue Options, Mergers, Etc.     The Corporation shall not, and will
cause each of the Subsidiaries not to:  



	(a)  	  	sell,
lease or otherwise transfer the undertaking, property and assets of any of
                    its operating divisions or subsidiaries as an entirety or
substantially as an                     entirety in one or more transactions, or, sell,
lease or otherwise dispose of                     its undertaking, property and assets as
an entirety or substantially as an                     entirety or of its controlling
interest in any subsidiary of the Corporation or                     any Subsidiary in
one or more transactions;  







	(b)  	  	in
the case of each Subsidiary, issue shares of any class of stock to any person
                    other than the sole shareholder of all issued and outstanding stock
prior                     thereto; or  















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	(c)  	  	amalgamate
or merge with any other corporation or effect any corporate
                    reorganization;  







without the prior written consent of
Holder, which consent shall not be unreasonably be withheld. 



        6.9
    To Repair.     The Corporation will, and will cause each of the Subsidiaries to, at
all times, repair and keep in repair and good order and condition, or cause to be so
repaired and kept in repair and good order and condition, all buildings, erections,
machinery, plant and equipment used in or in connection with its business which are
necessary for efficient operation up to a modern standard of usage, and renew and replace
or cause to be renewed and replaced all and any of the same which may become worn,
dilapidated, unserviceable, inconvenient, obsolete or destroyed, even by a fortuitous
event, fire or other cause, and which are necessary for efficient operation, and, at all
reasonable times during normal business hours allow Holder or its duly authorized Holder
access to its premises in order to view the state and condition of the same.  



        6.10
    To Insure.  



     
                
(a)    
          Property Cover.     The Corporation will, and will cause each of the
          Subsidiaries to, insure at its own expense the assets of the Corporation or such
          Subsidiary at all times during the term hereof to an amount equal to the
          replacement value thereof with a company or companies that are nationally known
          or are approved by Holder, against loss or damage by fire, lightening,
          explosion, windstorm, aircraft or vehicles or other insurable hazards which are
          now or may hereafter from time to time be insured against by the terms of a
          standard fire extended coverage insurance or additional perils supplemental
          contract of insurance including, if applicable, boiler and pressure vessel
          insurance against loss or damage to property of a class or kind similar to the
          property and assets of the Corporation. The Corporation shall, and will cause
          each of the Subsidiaries to, also maintain such other insurance policies as
          Holder shall reasonably require in connection with the Corporation and the
          Subsidiaries and their business including, without restriction, business
          interruption insurance and liability insurance. 



     
                
(b)    
          Renewal Receipt.     The Corporation shall, 15 days prior to the expiry of
          any insurance policy required hereby, deliver or cause to be delivered to Holder
          a renewal receipt, binder or new policy, or otherwise satisfy Holder that such
          insurance has been renewed. 



        6.11
    Compliance with Laws.     The Corporation shall, and will cause each of the
Subsidiaries to, carry on its business in material compliance with all applicable laws,
regulations, by-laws and orders including, without limitation, all laws relating to
environment protection, the maintenance and disposal of hazardous materials and wastes,
land use and occupational safety and health. The Corporation shall give notice to Holder
of any notice received by it or any Subsidiary of any material violation of such laws,
regulations, by-laws or orders of any impending or threatened investigations or
proceedings in connection therewith or of any material proceedings commenced or
threatened by any other person in connection with environmental, health or safety
matters.  



        6.12
    To Grant Security.     To secure payment of its indebtedness, liabilities and
obligations under this Debenture (a) the Subsidiaries have each delivered their guarantee  













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agreements (“Guarantees”)
to Holder; and (b) the Corporation and the Subsidiaries have each executed and delivered
to Holder concurrently with this Debenture security agreements (the “Security
Agreements”) granting to Holder a security interest in all of the Corporation’s
and each such Subsidiary’s property now owned or hereafter acquired. At any and all
times the Corporation will, and will cause each of the Subsidiaries to, at its expense,
do, execute, acknowledge and deliver or will cause to be done, executed, acknowledged and
delivered all and every such further mortgages, security agreements or other instruments,
transfers and assurances as Holder shall reasonably require, for the purpose of giving to
Holder, and preserving in favor of Holder, a valid mortgage or security interest of the
nature specified in the Security Agreements, upon all of the Corporation’s and the
Subsidiaries’ real and personal property. In particular, without restriction, the
Corporation will, and will cause each of the Subsidiaries to, upon request by Holder,
deliver a mortgage on any and all real property hereafter acquired by the Corporation or
any Subsidiary and, upon the acquisition by the Corporation or such Subsidiary of any real
property, subject only to encumbrances approved of in writing by Holder and other
encumbrances permitted by Section 6.13. 



        6.13
    Not to Permit Encumbrances.     Subsection to Article 7 of the Debenture Purchase
Agreement, the Corporation shall not, and will cause each of the Subsidiaries not to,
create or permit to exist any security interest, mortgage, charge, pledge, lien or other
encumbrance upon its assets, subsequent to the date of this Debenture, provided that the
foregoing shall not apply to prevent, and there shall be permitted:  



	(a)  	  	(i)
liens for current property taxes not yet due and payable, (ii) liens imposed
                    by law and incurred in the ordinary course of business for
obligations not yet                     due to carriers, warehousemen, laborers, material
men and the like, (iii) liens                     in respect of pledges or deposits under
workers’ compensation laws, (iv)                     liens voluntarily created in
the ordinary course of business, (v) liens,                     encumbrances, right,
lien, obligations or claims against any trust, insurance                     policy,
account, deposit, asset or other property held for the benefit or on
                    behalf of any purchaser or holder of rights under any contract,
arrangement or                     similar obligation of the Corporation or any
Subsidiary for cremation services                     or merchandise and (vi) any liens
not to exceed $100,000 that the Corporation                     shall cure within sixty
(60) days upon receipt written notice of such lien; and  







	(b)  	  	Purchase
Money Mortgages (as hereinafter defined) existing as of the date hereof
                    or entered into after the date hereof under which the Corporation or
a                     Subsidiary is the primary obligor, provided such Purchase Money
Mortgages do not                     in the aggregate secure an amount in excess of
$500,000. For the purposes                     hereof, “Purchase Money Mortgage” means
any mortgage, security                     interest, title retention, lien or other
encumbrance on property given, assumed                     or arising by operation of law
to secure payment of, or to provide the obligor                     with funds to pay the
whole or any part of, the consideration for the                     acquisition of such
property (and for such purposes any capital or operating                     lease shall
be deemed to be a Purchase Money Mortgage in the amount of the
                    aggregate of all remaining lease payments required to be made
thereunder, other                     than under extensions  
















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exercisable
only by the Corporation or the Subsidiary party thereto), or to secure any renewal,
extension or refunding of such encumbrance and of the indebtedness represented thereby
upon the same property provided that the indebtedness secured thereby and the security
therefor are not increased thereby. 






        6.14
    Not to Incur Indebtedness for Borrowed Money; Non-Equity Securities.     Subject to
Article 7 of the Debenture Purchase Agreement, the Corporation shall not, and will cause
each of the Subsidiaries not to, incur, guarantee or otherwise become liable in respect
of, any indebtedness for borrowed money without the prior written consent of Holder, such
consent not to be unreasonably withheld, except for Purchase Money Mortgages in
accordance with Section 6.13.  



        6.15
    To Pay Expenses.     The Corporation shall pay all costs, charges and expenses,
including all attorney’s fees and expenses, of or incurred by Holder in connection
with the enforcement of this Debenture, the Debenture Purchase Agreement, the Security
Agreements and any other security documents delivered to Holder after the date hereof,
including the enforcement of such security provided thereunder.  



        6.16
    Reporting Requirements.     Except as may be prohibited by law, the Corporation shall
provide and deliver Holder such information as may reasonably be necessary or as Holder
may reasonably request to determine whether the Corporation is complying with its
obligations under this Debenture, the Debenture Purchase Agreement, the Security
Agreements and any other security documents delivered to Holder after the date hereof, or
to determine the financial condition of the Corporation.  



        6.17
    Registration of Conversion Shares.     Within sixty (60) days of issuing Common Stock
pursuant to Section 3.1 or Section 4.1 (the “Conversion Shares”), the
Corporation, at the Corporation’s sole expense, shall use commercially reasonable
efforts to file with the United States Securities and Exchange Commission (the “SEC”)
a registration statement under the Securities Act of 1933, as amended (the “Securities
Act”), on Form S-1 or, if available, Form SB-2 or Form S-3, or any similar or
successor form, to register the resale of the Conversion Shares, which are not then
registered under the Securities Act or are not otherwise tradable without restriction
under Rule 144(k) of the Securities Act; provided however that the Holder may
waive the requirement that the Corporation file a registration statement with respect to
the Conversion Shares within sixty (60) days of conversion date and thereafter shall have
the right to cause the Corporation to file such a registration statement upon sixty (60)
days notice to the Corporation . The Corporation shall use reasonable commercial efforts
to cause such registration statement to be declared effective within ninety (90) days of
filing a registration statement under this Section 6.16, unless the Chief Executive
Officer of the Corporation provides Holder with a certificate certifying that the
reason(s) the registration statement was not effective was due to factors reasonably
beyond the Corporation’s control. The Corporation shall use its best efforts to keep
the Registration Statement continuously effective until the date on which all Conversion
Shares covered by such Registration Statement have been sold or may be sold under Rule
144 or another applicable exemption under the Securities Act. In connection with the
foregoing, the Corporation shall promptly file with the SEC such amendments to a
registration statement as may be necessary to keep such registration statement effective.
The Corporation shall bear all  















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reasonable expenses incurred in
connection with the registration of Conversion Shares pursuant to this Section 6.16.,
including all printing, legal and accounting expenses incurred by the Corporation and all
registration and filing fees. It shall be a condition precedent to the obligations of the
Corporation to take any action pursuant to this Section 6.16 that the Holder shall furnish
to the Corporation such information regarding themselves, the Conversion Shares held by
them and the intended method of disposition of such securities as shall be reasonably
required to effect the registration of their Conversion Shares and to execute such
documents in connection with such registration as the Corporation may reasonably request.
The Holder shall be responsible for its legal and accounting expenses and all brokerage
commissions and taxes of any kind (including, without limitation, transfer taxes) with
respect to any disposition, sale or transfer of Conversion Shares. 



        6.18
    Holder Entitled to Perform Covenants.     If the Corporation fails to perform any
covenant on its part herein contained, Holder may, in its discretion, perform any such
covenant capable of being performed by it and, if any such covenant requires the payment
or expenditure of money, Holder may make payments or expenditures with its own funds, or
with money borrowed by or advanced to it for such purposes, but shall be under no
obligation so to do; and all sums so expended or advanced shall be at once payable by the
Corporation on demand and shall bear interest at the annual rate of fifteen percent (15%)
until paid, and shall be payable out of any funds coming into the possession of Holder in
priority to the other indebtedness hereunder, but no such performance or payment shall be
deemed to relieve the Corporation from any default hereunder nor shall the right of
Holder under this subsection impose any obligation upon Holder to perform any covenant of
the Corporation.  





7.      Prepayment  



        The
Corporation shall have the right to prepay any portion of the Principal Amount at any time
without penalty, except that the Corporation’s right to prepay this Debenture shall
be subject to the repayment provisions set forth in Section 2.2 and the Corporation’s
obligations under Section 6.15. Except as provided in Article 7, Holder shall have no
right to require any portion of the Principal Amount to be prepaid. 





8.      Default  



        8.1
    Default Events.     The entire unpaid balance of the Principal Amount and all Default
Interest and Interest accrued and unpaid on this Debenture shall, at the election of
Holder, be and become immediately due and payable, and the Security Agreements and any
and all other security documents held by Holder shall become immediately enforceable,
upon the occurrence of any of the following events, subsequent to the date of this
Debenture (a “Default Event”):  



	(a)  	  	the
non-payment by the Corporation when due of any other payment as provided in
                    this Debenture, which is not cured within 30 days after written
notice of                     default is delivered to the Corporation;  







	(b)  	  	default
by the Corporation in the performance of or compliance with any term or
                    any provision of the Debenture Purchase Agreement, which is not  















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cured
within 30 days after  written  notice of default is delivered to           the
Corporation; 






	(c)  	  	default
by the Corporation in the performance of or compliance with any term or
                    provision of the Security Agreements, which is not cured within 30
days after                     written notice of default is delivered to the Corporation;  







	(d)  	  	the
Corporation (i) applies for or consents to the appointment of, or if there
                    shall be a taking of possession by, a receiver, custodian, trustee or
liquidator                     for the Corporation or any of its property; (ii) becomes
generally unable to pay                     its debts as they become due; (iii) makes a
general assignment for the benefit                     of creditors or becomes insolvent;
(iv) files or is served with any petition for                     relief under the
Bankruptcy Code or any similar federal or state statute; (v)                     has any
judgment entered against it in excess of $500,000 in any one instance or
                    in the aggregate during any consecutive 12-month period or has any
attachment or                     levy made to or against any of its property or assets;
(vi) defaults with                     respect to any evidence of indebtedness or
liability for borrowed money in                     excess of $250,000, or any such
indebtedness in excess of $250,000 shall not be                     paid as and when due
and payable; or (vii) has assessed or imposed against it,                     or if there
shall exist, any general or specific lien for any federal, state or
                    local taxes or charges against any of its property or assets in
excess of                     $250,000; or  







	(e)  	  	any
failure by the Corporation to issue and deliver shares of Common Stock as
                    provided herein upon conversion of this Debenture, which is not cured
within 30                     days after written notice of default is delivered to the
Corporation.  







        8.2
    Remedies Cumulative.     Each right, power or remedy of Holder, upon the occurrence of
any Default Event as provided for in this Debenture or now or hereafter existing at law
or in equity or by statute shall be cumulative and concurrent and shall be in addition to
every other right, power or remedy provided for in this Debenture or now or hereafter
existing at law or in equity or by statute, and the exercise or beginning of the exercise
by the holder or transferee hereof of any one or more of such rights, powers or remedies
shall not preclude the simultaneous or later exercise by Holder, on behalf of Holder, of
any or all such other rights, powers or remedies.  





9.      General  



        9.1
    Failure to Act and Waiver.     No failure or delay by Holder to insist upon the strict
performance of any term of this Debenture or to exercise any right, power or remedy
consequent upon a default hereunder shall constitute a waiver of any such term or of any
such breach, or preclude Holder from exercising any such right, power or remedy at any
later time or times. By accepting payment after the due date of any amount payable under
this Debenture, Holder shall not be deemed to waive the right either to require payment
when due of all other amounts  














12 



















payable under this Debenture, or to
declare a default for failure to effect such payment of any such other amount. 



        The
failure of Holder to give notice of any failure or breach of the Corporation under this
Debenture shall not constitute a waiver of any right or remedy in respect of such
continuing failure or breach or any subsequent failure or breach. 



        9.2
    Consent to Jurisdiction.     The Corporation hereby agrees and consents that any
action, suit or proceeding arising out of this Debenture may be brought in any
appropriate court in the State of California, or in any other court having jurisdiction
over the subject matter, all at the sole election of Holder, and by the issuance and
execution of this Debenture the Corporation irrevocably consents to the jurisdiction of
each such court.  



        9.3
    Transfer.     This Debenture may only be transferred in accordance with the provisions
of Section 5.2(f) and Section 9.5 of the Debenture Purchase Agreement and the
requirements set out in the legend on the first page hereof.  



        9.4
    Notices.     All notices required or permitted hereunder shall be in writing and shall
be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii)
when sent by confirmed telex or facsimile if sent during normal business hours of the
recipient, if not, then on the next business day; (iii) five (5) days after having been
sent by registered or certified mail, return receipt requested, postage prepaid; or (iv)
one (1) business day after deposit with a nationally recognized overnight courier,
special next day delivery, with verification of receipt. All communications shall be
sent:  




	  	
to the Corporation at: 






	  	
The Neptune Society, Inc.

4312 Woodman Avenue, Third Floor

Sherman Oaks, CA 91423

facsimile:  (818) 953-9844

Attention:   Marco Markin, President 






	  	
with a copy to: 






	  	
Dorsey & Whitney, LLP

1420 Fifth Avenue, Suite 3400

Seattle, WA  98101

facsimile:   (206) 903-8820

Attention:     Kenneth Sam 






	  	
to Holder, at: 






	  	
Brooklyn Holdings LLC

P.O. Box 556

Charlestown, Nevis 










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with a copy to: 






	  	
Swidler Berlin Shereff Friedman, LLP

The Chrysler Building 

405 Lexington Avenue

New York, NY 10174

Facsimile:   (212) 891-9598

Attention:   Morris Orens 








or at such other address as the
Corporation or Holder may designate by ten (10) days advance written notice to the other
parties hereto. 



        9.5
    Governing Law.     This Debenture shall be governed by and construed and enforced in
accordance with the laws of the State of California without regard to conflicts of law
principles, or, where applicable, the laws of the United States.  



        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set
forth above. 




THE NEPTUNE SOCIETY, INC. 







By:  
            
            
            
            

         Name:    Marco Markin

         Title:  Chief Executive Officer  




BROOKLYN HOLDINGS LLC:



By:  
            
            
            
            

         Name:    

         Title:  










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